Fjord Defence Group ASA

Investor Presentation • Apr 16, 2019

Axxis Geo Solutions

Company Presentation April 2019

1

Disclaimer

IMPORTANT INFORMATION

This presentation (the "Presentation") has been prepared by Axxis Geo Solutions AS ("AGS"), solely for the purpose of providing information about the contemplated combination (the "Transaction") between Songa Bulk ASA ("SBULK") and AGS and its subsidiaries (the "AGS Group"), which subject to closing of the Transaction is referred to herein as the "Combined Company".

Summary information

This Presentation contains summary information about SBULK, the AGS Group and their respective activities. The information in this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with SBULK's other periodic and continuous disclosure announcements at the company's ticker "SBULK" on www.newsweb.no. In accordance with the Continuing Obligations of the Oslo Stock Exchange, SBULK will make public an Information Memorandum which will contain detailed information on the Transaction and the Combined Company, and which will also contain relevant risk factors concerning the Combined Company's assets, business and operations and the market in which it operates.

No offer of securities or financial advice

This Presentation is not and should not be considered an offer or an invitation to acquire AGS shares, SBULK shares, any shares in the Combined Company or any other financial instruments or products and does not and will not form any part of any contract for the acquisition of AGS shares, SBULK shares or Combined Company shares. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. SBULK shares have not been, and will not be, and the Combined Company shares will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. This Presentation is for information purposes only, it has not been reviewed nor approved by any public or regulatory authority and is not a prospectus, product disclosure statement or other offer document under Norwegian law or the law of any other applicable jurisdiction. This Presentation is not financial advice, a recommendation to acquire AGS shares, SBULK shares or Combined Company shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction.

No representation or warranty

No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of SBULK, AGS, any advisor or any such persons' officers or employees accept any liability whatsoever arising directly or indirectly from the use of this Presentation. The information herein is subject to change, completion, supplements or amendments without notice.

Forward-looking statements

The Presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect SBULK's, AGS Group's and the Combined Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. It should be understood that subsequent developments may affect the information contained in this document, which neither SBULK, AGS nor its respective advisors are under an obligation to update, revise or affirm.

Nothing in this Presentation should be interpreted as a term or condition of the Transaction.

Investment risks

Any investment in the Combined Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. The Presentation and any purported liability in connection with it is subject to Norwegian law and is subject to the exclusive jurisdiction of the Norwegian courts.

Table of contents

1.	Transaction
2.	AGS at a glance
3.	Company highlights
4.	Appendix

Axxis Geo Solutions becoming a listed Ocean Bottom Node ("OBN") seismic company on Oslo Axess

• Axxis Geo Solutions AS to merge with Songa Bulk ASA
• Following the merger, Axxis Geo Solutions ("AGS") will constitute 96.6% of the combined company, implying that the combined entity will be a pure play OBN seismic player
• AGS is an OBN seismic company with a novel business and operating model, delivering fit-forpurpose seismic solutions in close collaboration with clients
• The company achieved total revenues of USD 22m in its first full year in operation in 2018 and has secured backlog of USD 80.4m in 2019

Table of contents

Ocean Bottom Seismic – ongoing pivotal leap in seismic acquisition and enhanced data quality

Key trends in the seismic industry forcing technology shift from streamer seismic towards Ocean Bottom Seismic

AGS | Creating a leading Ocean Bottom Node seismic company with novel business and operating model

Company at a glance

• Business
• strategy and operations
• AGS is an OBN seismic company with a novel business and operating model
• Asset light setup primarily based on chartering of vessels and nodes, specialising in flexible and hands-on project management and executions
• Currently operates five high-quality vessels, of which four vessels are chartered¹
• Novel proprietary technology-agnostic node handling system produced by Kongsberg Evotec

Highly capable sales and project organisation

Novel technology-agnostic node handling system

Contract and backlog

• Working on the largest OBN survey conducted in the North Sea – prefunded by Aker BP and attracting co-investment from TGS
• Ongoing OBN projects for ONGC over the Mumbai High area
• Year-end 2018 backlog of USD 80.4m estimated Q1 revenue of USD 26m

USD 70m

Scalable operations, flexible cost base

Unique OBN market position

Proven management team

AGS is attractively positioned in a well established and rapidly growing market

Proven demand for a sought after service – OBS¹ contract market now larger than 3D streamer contract

OBS market is larger than 3D contract market

• Mature market with widely accepted value proposition
• Soring demand for OBS with few established suppliers
• Limited OBS MC data available AGS well positioned for possible growth in OBS MC market with attractive first mover advantage

AGS positioned for growth in both contract and MC

• Attractive channels for sourcing contract and MC work:
  • Public tenders
  • Bilateral discussions with E&P companies where AGS proposes survey designs for relevant assets
  • First mover advantage in the MC market

Management and Board with extensive international experience and value creation track record

Management with more than \$1 billion in project revenues through more than 100 executed surveys

Experience from establishing, developing and leading successful seismic ventures

Current management¹

9 1) Board of Directors of the Combined Company expected to be amended in connection with the Merger to comply with statutory requirements and listing rules for Oslo Axess. Management of the combined entity to be confirmed following the merger.

Table of contents

Highlights

Excellently positioned with novel offering in the rapidly growing USD >1bn Ocean Bottom Seismic market

Delivering fit-for-purpose seismic solutions in close collaboration with clients – ensuring lower cost and higher quality surveys

Asset light business model with a flexible cost base linked to utilisation

Novel technology-agnostic node handling system – fit for any node, any vessel

USD 122m in projects awarded 2018 – demonstrating competitive offering and market position

Proven management team with track record of developing successful seismic growth companies

11

OBS comprises the next generation seismic – undisputedly providing improved imaging and subsurface illumination

Superior imaging quality with up to 50x more data per km2 compared to traditional towed streamer 3D seismic1

The OBS market is expected to grow by 25-30% annually over the next three years

AGS positioned towards the largest segments in the OBS market

• Mature and active market with ~15 crews and ~70,000 nodes
• Primarily volume-driven growth in the OBS market
• AGS offering well positioned to serve the shallow and midwater market which represent 60-70% of the OBS market

Shallow and midwater constitute 60-70% – less costly to serve
	Shallow and midwater (<300m)	Deep water	Complex geology
Geography	 NCS  West  Asia Africa  Egypt  Barents  US GoM Sea  Mexico	 US GoM  Brazil  West-Africa	 Red Sea  Parts of US GoM
Acquisition methodology	 Rope  Cable  ROV	 ROV	 Rope  ROV
% of OBS market	60%-70%	20%-30% AGS targeted market	10%-20%

Favourable market characteristics supporting steady growth

• AGS will predominantly target brownfield projects
  • Less cyclical than greenfield
  • Part of production budgets rather than exploration budgets, which are more flexible, sizeable and accessible
  • More diversified customer base
  • Strong client demand as operators realise high RoI on OBS seismic spending

Delivering fit-for-purpose seismic solutions in close collaboration with clients

Proof of concept: Aker BPcontract award – largest OBN survey in the North Sea

Delivering seismic data matching customers' true demand

Enabled by an organisation with extensive industry network, technical know-how and outgoing sales culture

Case study Aker BP contract award

• The largest OBN survey conducted in the North Sea ~1,500 km²
• Quality focused approach from customer
  • High demand for improved seismic by OilCo's in Infrastructure Lead Exploration ("ILX") projects
• Subsurface geology seismically illuminated by the use of OBN
• High-end data processing with DUG in London
• TGS co-invested in Nov-2018

Strategic collaboration with TGS – established multiclient partner providing backlog and new opportunities

Co-investing in existing North Sea MC survey, validating AGS' assessment of attractive survey

Announcement of strategic collaboration in Nov-18

• Strategic collaboration between AGS and TGS for multiclient OBN projects in the North Sea
• The area of mutual interest covers the core part of the central North Sea up to and including the Utsira area
• Under the agreement, the parties will work together as equal partners to develop opportunities to co-invest in multiclient OBN projects
• As part of this collaboration, TGS has joined AGS` 1,560 km² Utsira project

AGS benefits

• Will provide, and co-own, OBN data in largest multiclient OBN program in the North Sea
• Building backlog of MC projects
• Library with future 4D opportunities
• Balancing financial and business risk
• Access to TGS G&G, processing and marketing capabilities

AGS and TGS introducing OBN in the MC market

"

E&P companies have for a long time recognised that OBN can deliver a significant uplift in data quality. Technology development and operational efficiencies are bringing costs down to a level where large-scale exploration node surveys are becoming an attractive option to support exploration and drilling decisions. This is TGS' second OBN announcement related to 2019 investments and we are excited by the momentum that we see in this market

"

Asset-light business model enabling rapid capacity adjustments and a flexible cost base with low burn rate

Expenses linked to utilisation – no cash burn on sunk invested capital

Leasing overview – flexible setup and cost base easily adjustable in-line with market activity

Vessels

Flexible vessel capacity – combination of one owned vessel and multiple shortterm leases

• Abundant access to vessels any vessel, including PSVs, can carry AGS' proprietary node handling system
• Avoiding pitfalls of seasonal utilisation discrepancies in conventional marine acquisition

Node agnostic handling system, no capex and R&D for own equipment – nodes currently leased from Geospace

• Nodes to be leased from any supplier
• A simplified, low cost method for node deployment requiring limited investments

Nodes Crew

Seismic crew mainly on voyage contracts – Havila, Thome and Remøy Shipping provide marine management services

• Setup links the cost base to utilisation and activity
• Proven ability to rapidly adjust capacity, demonstrated by ramp-up of 150 crew members in a few weeks for current ongoing operation in India

High flexibility through project-based organisation – cost base linked to utilisation

Proven ability to execute rapid project ramp-up, inspired by operating model from land acquisition

Combining operational excellence from land and marine

• Culture based on land-based acquisition projects quickly ramping up and down crew numbers, ensuring high utilisation and cost flexibility
• Land operations frequently going from 0 to 400 people in 2 weeks – AGS will export similar operating model to marine ensuring cost flexibility
  • ‒ Operating model already proven during survey for Aker BP – ~80 people added to base crew of 40
• Project organisation procuring commodity vessel and crewing services from external suppliers

Technology-agnostic node handling system ensures complete operational flexibility and minimise capital requirements

Flexible solution that can handle any node system and vessel

Technology-agnostic system for attaching nodes on a rope

• Configured to hold the rope still while nodes are attached
• Solid and reliable operation
• Simple and low cost system which cost only USD ~2m to produce
• Nodes can be deployed in speeds up to 6 knots

Easy to fit on vessels – low upfront capex requirements

• Node agnostic handling system allows for flexibility in system choice
  • ‒ De-risks project scheduling issues
  • ‒ Allows adoption of emerging technologies quickly
• Handling system can be attached to any vessel, including PSVs
  • ‒ Requires minimal additional modifications on vessels

MC seismic acquisition in collaboration with TGS – the largest OBN survey ever conducted in the North Sea

Ongoing seismic acquisitions on the Utsira area

• Strategic collaboration between AGS and TGS agreed in Nov-18 with revenue 50/50 recognition
• Solid prefunding support received
• Approximately 900 km² covered by Q4-18
• 4 vessels during normal operation over existing North Sea acquisition – scheduled start up in July-19 after winter-season break
• Significant interest in expanding or broaden survey with additional surveys in 2019 – 2021 potentially increasing capacity to 5,000 km² per season by using 2 crews
• New pre-funding model for mature production areas and new nearby exploration plays

USD 70m ONGC project on schedule in India with completion of field 1 by Q1-19 – currently 5 vessels in operation on field 2

D1 covered which is the least efficient surveying area – efficiency increase expected for Nelaam-Heera

• ~460 km²covered
• Revenue of USD 26m recognised per Q1-19

Contract won in cooperation with SAExploration (SAE)

• Consortium comprising 70% AGS and 30% SAE SAE fronting bid due to existing strong relations with the client ONGC¹
• AGS awarded USD ~70m of contract value on 28 August 2018²
• AGS is responsible for the entire offshore acquisition operation, and SAE provides onshore data processing support, contract holding and client interface
• The survey comprises the first part of a larger 3 years acquisition program over the Mumbai High area – successful performance key for further contracts by ONGC
• Progressing to Nelaam-Heera area with estimated project end second half of May

Table of contents

Partnering with industry-leading specialist suppliers to ensure a high quality scalable and flexible set-up

Core capabilities maintained in-house and cooperation with renowned partners ensures sustained value creation

Asset light cost base is easily adjusted to prevailing market conditions and activities

Legend

Flexible fleet adapted to a wide range of vessel configurations

Capable fleet of vessels chartered on attractive terms

Transaction background and summary of Songa Bulk ASA and Axxis Geo Solutions AS

• Songa Bulk ASA ("SBULK") has issued 35,860,000 shares on a fully diluted basis pre-merger
• AGS has issued in total 735,454,918 shares pre-merger ¹
• The shareholders of AGS will receive in total 1,029,636,885 of consideration shares, with 1.4 consideration shares per one (1) share of AGS
• The ratio is based on NOK 0.5 per SBULK Shares and NOK 0.7 per AGS share
• In connection with the merger, SBULK intends to change its name to Axxis Geo Solutions ASA
• ABG Sundal Collier and Carnegie act as Joint Managers in connection with the transaction

Summary of terms Background and transaction rationale

• Following completion of the transaction with Star Bulk pursuant to which SBULK sold all its vessels against consideration in cash and consideration shares in Star Bulk and the subsequent distributions of shares in Star Bulk and cash to the shareholders in SBULK, SBULK has been a listed entity without any operations and with limited assets
• AGS' strategy has been to seek a listing on a regulated market in the near future, as well as to increase its shareholder base
• Through the merger, AGS will obtain a listing of its operations and a larger shareholder base. For SBULK, the merger will contribute to a realisation of the remaining shareholder value in the Company
• Axxis Geo Solutions will constitute 96.6% of the combined entity after completion of the merger, implying that the combined entity will for all practical reasons be transformed into a pure play OBN seismic company
• The consideration shares shall be in all respects equal to the existing shares issued by SBULK, and tradeable at the Oslo Axess as soon as regulatory approvals permit

Timeline towards closing of the transaction

Key events	Indicative dates
Merger announcement	16 April 2019
Merger documentation period	Mid March – End June
EGM notification	Mid April
Extraordinary General Meetings	Mid May
Creditor period	Mid May – End June
Targeted completion	End June

Shareholder overview

Current shareholders of AGS
Shareholder	# shares	Ownership
Songa Investments AS	118 043 456	16.05 %
Havila Holding AS	112 715 718	15.33 %
Rome AS	87 473 455	11.89 %
Bjarte Bruheim	84 702 022	11.52 %
W2 Seismic AS	63 055 729	8.57 %
TRH AS	30 958 504	4.21 %
Johs. Hansen Rederi AS	23 608 690	3.21 %
Ronja Kapital AS	23 000 000	3.13 %
Lee Parker	19 978 203	2.72 %
Remco AS	19 316 201	2.63 %
Alcides Shipping AS	16 096 835	2.19 %
Ajea AS	15 857 143	2.16 %
Kjølås Stansekniver AS	14 285 714	1.94 %
Stette Invest AS	14 285 714	1.94 %
Sean and Carol Parker	10 301 972	1.40 %
Bjørnulf AS	9 316 500	1.27 %
Payco AS	6 438 734	0.88 %
Krefting AS	6 438 733	0.88 %
Richard Dunlop	5 150 987	0.70 %
Others	54 430 608	7.40 %
Total	735 454 918	100.00 %

Historical financial information – income statement and balance sheet

Consolidated income statement Consolidated balance sheet

USDm	FY2018
Contracts	5.5
Pre-funding	15.4
Others	1.1
Gross Revenue	22.0
Vessel cost	- 28.7
Crew & Project management	- 9.6
Seismic / Source Equipment	- 3.2
Nodes Equipment	- 14.2
Data Procesessing	- 0.6
Attributables	- 5.9
Mobilization Capitalization	4.6
Mobilization Amortization	- 1.2
Multi Client Capitalization	26.3
Joint operation (TGS)	26.6
Vessel OPEX	- 6.0
Employee benefits	- 1.4
Other expenses	- 3.8
SG&A	- 5.2
OPEX	- 11.2
EBITDA	10.8
Goodwill Amortization	- 0.4
Multi Client Amortization	- 9.7
Depreciation	- 2.9
EBIT	- 2.2
Financial Items	- 0.7
Gross Profits	- 2.9
Tax	0.6
Net Profits	- 2.3

USDm	FY2018
Goodwill	1.6
Multi client capitalization	16.6
Deferred tax asset	0.6
Total Intangible Assets	18.8
Vessel	5.4
Equipment	10.4
Other tangible fixed assets	1.3
Total Tangible Fixed Assets	17.1
Other long-term receivables	0.1
Total Financial Fixed Assets	0.1
Total Fixed Assets	35.9
Stock of supplies	2.1
Accounts receivable	4.2
Other short-term receivables	6.5
Total short-term receivables	10.7
Bank deposits, cash in hand	8.2
Total Current Assets	21.0
Total Assets	56.9
Share capital	6.2
Other paid equity	6.1
Total paid-in equity	12.2
Other equity	- 6.8
Total retained earnings	- 6.8
Total Equity	5.4
Long Term Liabilities	2.4
Trade creditors	21.6
Deferred revenue	3.6
Other short term liabilities	23.8
Total Short Term Liabilities	49.0
Total Liabilities	51.4
Total Equity and Liabilities	56.9

New legal structure following the merger

Axxis Geo Solutions

US Office

14511 Old Katy Road Suite 150 Houston, TX 77079 United States

+1 281 810 2550

Norway Office Brendehaugen 20

6095 Ulsteinvik Norway

Norway Office

Strandveien 50 1366 Lysaker Norway

Indonesia Office

Beltway Office Park Tower B, Floor 5 Suite 562, Jl TB Simatupang No 41, Kel Pasar Minggu , Kec. Ragunan South Jakarta

+62 21 2985 7440